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: I~XHIBIT A
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<br /> ~ :: SS# 2385
<br /> ~ 5195 NTM 142nd Avenue, Ramsay, MN
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<br /> Release and Right-of-Entry
<br /> 26-884 (3-94) E
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<br /> KNOW ALL MEN BY THESE PRESENTS THAT: -
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<br /> WHEREAS, BP Products North America In~., a Maryla.nd corporation, f/k/a Amoco Oil Company ("Seller"), with offices at 4101
<br /> Winfield Road, Warrenville, Illinois 6055~i!and th_e CITY:OF RAMSEY, a Minnesota municipal corporation ("Purchaser"),
<br /> whose address is 15153 Nowthen Bouleva.td N.W., RamseY, iMinnesota 55303, entered in~o a Real Estate Sales Contract
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<br /> dated March ,2005, (the ,Contract'),i coveringCe'rtain re~l estate and the improvements thereon described as set fodh in
<br /> Attachment #1 annexed hereto and made' a~;Part hereofi(the
<br /> "PrOpertT"); and
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<br /> WHEREAS., Seller has agreed tb sell and .al~sign and P, urcha~er has agreed to purchase and accept the Property "as is" in its
<br /> present condition without any representatiortS~ or warran.~eS regarding its fitness for any purpose; and
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<br /> WHEREAS, Seller has provided to Purchaser a copy or, the environmental assessment performed by or at the request of Seller,
<br /> as set forth in the Contract; and
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<br /> WHEREAS, Seller has further provided to PUrch'a~er acceSs toiand the opportunity to inspect the Property and to perform such
<br /> soil groundwater or other tests Upon the Pr~l~erty as purchaser!deemed necessary or appropriate; and
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<br /> WHEREAS, Seller has performed certainl environmer~tal a~sSessment, monitoring and remediation measures to address
<br /> hydrocarbon contamination, if any, of the Pr~::~Perly resuJting frOr~ Seller's use prior to the date of transfer of title, and Purchaser
<br /> has agreed to assume all responsibility and !/ability for ~in~; and ~all hYdrocarbons or other contaminants or regulated substances
<br />which occur after the date Of transfer of title;~and i · ' :
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<br />WHEREAS, Purchaser and Seller desire ~', provide alcontiriuing dght of access to the Property to allow Seller to perform
<br />assessment, momtonng and remed~ation m~asures after conveyance of the Property.
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<br />NOW, THEREFORE, in consideration of the mutual covenantS of the parties herein and as set forth in the Contract, the terms
<br />of which are by this reference incorporated in:full herein; . -
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<br />1. Pursuant to the Contract, as.of the datei<~f transfer ~f title. Purchaser expressly (i) assumed all responsibility and liability for
<br />compliance with all environmental laws art~i regulations ~and!fOr any environmental assessment, inspection, monitoring and
<br />remediation relating to or resulting from 'P't~r~chaser'S u'~e of fl~ Property; (ii) agreed at Seller's request, to provide to Seller
<br />assurance of compliance with all environ.,r~ntall 1aws iandi r~ulafions, inCluding but not limited to the results of all future
<br />environmental tests and sampling data; {iii)!~reed:t° i~mmptiyi notify Seller-of all leaks; Spills or releases of hydrocarbons or
<br />other regulated substances which occur or~ef whic'hP'prchase~ becomes aware, and (iv) agreed to permit Seller to perform
<br />product tracing and other reasonable tests !~nd procedures d. uting the pedod of any assessment or remediation activities by
<br />Seller, it being the intent of the:parties tha~'!Pur(;hase~ shall ;b;e responsible and liable for any and all releases which occur
<br />subsequent to the date of transfer-of title. ~rnm~hcin~l On the date of transfer of title, the Purchaser for themselves and on
<br />behaf of their agents, emp oyees, heirs,~' ~personel:represer~tatives, grantees, successors, and assigns (collective y the
<br />"Purchaser Indemnifying Parties") agreet~o indemn[fy~and "hold harmless Seller, its parent, affiliates and each of their
<br />respective agents, employees, officers, dird'3tors; shar~hpldei'S;, successor and assigns (collectively the "Indemnified Seller
<br />Parties") from and against all claims, dem~nds, idamages, IbSses, liabilities, judgments, penalties, suits, actions, costs and
<br />expenses (including consultants' and attorneys' fees) ari~ ng fr~o~n: (x) al contaminat on of the Property occurring after the date
<br />hereof: (y) any activity of Purchaser Indemr)ifying parties whic? aggravates any existing contamination; or (z) any activity of
<br />Purchaser Indemnifying Parties which trig{ers :new:'r~media, ti~on or cleanup obligations of Seller with respect to existing
<br />contamination or makes Seller's remediatlon (~r cleanUp aotiVitles or obligations more d ~cult or expens va.
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<br />2. Purchaser, collectively, and Jointly and.rSevera Iy, fO.rr themselves and on behalf of Purchaser Indemnifying Parties, and all
<br />persons claiming by, through or:under Pure. baser, hereby rele_ase.and forever discharge Indemnified Seller Parties from all
<br />claims, demands, losses, liabilities, judgment, penalties., SUitS[. actions, costs and expenses whatsoever, that may now exist or
<br />hereafter accrue with respect to contaminatJ{)h of the Property',existing at the time of transfer of title or occurring after the date
<br />of transfer of title; and fudher covenant ah~l agr%itd:forever refrain and desist from instituting or asserting against the
<br />Indemnified Seller Parties, any claim, demal~d, action ~ :Suit Whatsoever, ether d rect y or nd rect y, arising or resulting from
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